In recent years,in the judicial practice of our country many disputes are caused by the articles of association of the company,the disputes can be attributed to the freedom and restriction of the articles of association of the company's problems. The freedom of articles of association of the company highlights the protection of shareholders'rights. The freedom of articles of association of the company dues to the interest. The articles of association of the company take the freedom as the basis,the benefit of definition and allocation. The basic mechanism of the articles of association of the company to adjust the interests of the shareholders is the allocation of rights and obligations,it mainly by three means: one is the definition of equity allocation, distribution of various interests;the two is to coordinate the interest relationship;three is the implementation of safeguard and promote the interests of the shareholders. The freedom of articles of association of the company reflects the balance between the state coercion and shareholder autonomy.%近年来,在我国司法实践中因公司章程而引发的纠纷不少,其中一些纠纷可归结为公司章程的自由与限制问题.公司章程自由彰显了对股权的保护.公司章程的自由肇因于利益.公司章程以自由为依归,对相关主体的利益予以界定和分配.公司章程调整股东利益的基本机制是配置权利和义务,它对股权配置主要采用三种手段:一是界定、分配各种利益;二是协调利益关系;三是保障和促进利益的实现.公司章程体现了国家强制与股东意思自治之间的平衡.
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